DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMERICAN DG ENERGY INC | |
Entity Central Index Key | 1,378,706 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | adge | |
Entity Common Stock, Shares Outstanding | 50,684,095 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,187,634 | $ 4,999,709 |
Accounts receivable, net | 748,080 | 633,924 |
Unbilled revenue | 14,147 | 12,468 |
Due from related party | 80,380 | 99,548 |
Inventory | 850,535 | 975,760 |
Current assets of discontinued operations (Note 4) | 0 | 1,450,034 |
Prepaid and other current assets | 436,642 | 331,057 |
Total current assets | 5,317,418 | 8,502,500 |
Property and equipment, net | 17,677,724 | 17,950,787 |
Long-term assets of discontinued operations (Note 4) | 0 | 7,527,266 |
Investment securities | 645,539 | 0 |
Other assets, long-term | 11,446 | 41,825 |
TOTAL ASSETS | 23,652,127 | 34,022,378 |
Current liabilities: | ||
Accounts payable | 171,525 | 162,976 |
Accrued expenses and other current liabilities | 238,795 | 257,810 |
Due to related party | 376,145 | 1,171,863 |
Current liabilities of discontinued operations (Note 4) | 0 | 699,086 |
Total current liabilities | 786,465 | 2,291,735 |
Long-term liabilities: | ||
Convertible debentures due related parties | 3,005,369 | 16,078,912 |
Long-term liabilities of discontinued operations (Note 4) | 0 | 4,536,422 |
Total liabilities | 3,791,834 | 22,907,069 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 50,684,095 issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 50,684 | 50,684 |
Accumulated other comprehensive income-investment securities | 21,040 | 0 |
Additional paid-in capital | 58,782,893 | 49,641,620 |
Accumulated deficit | (39,063,160) | (40,622,774) |
Total American DG Energy Inc. stockholders’ equity | 19,791,457 | 9,069,530 |
Noncontrolling interest of discontinued operations | 0 | 1,944,236 |
Noncontrolling interest | 68,836 | 101,543 |
Total stockholders' equity | 19,860,293 | 11,115,309 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 23,652,127 | $ 34,022,378 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) [Parenthetical] - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock,shares issued | 50,684,095 | 50,684,095 |
Common stock, shares outstanding | 50,684,095 | 50,684,095 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues | ||||
Energy revenues | $ 1,393,009 | $ 1,340,627 | $ 4,090,657 | $ 4,538,832 |
Turnkey & other revenues | 187,854 | 193,926 | 476,366 | 499,561 |
Sales Revenue, Net, Total | 1,580,863 | 1,534,553 | 4,567,023 | 5,038,393 |
Cost of sales | ||||
Fuel, maintenance and installation | 774,161 | 837,192 | 2,712,504 | 3,105,150 |
Depreciation expense | 454,465 | 418,791 | 1,348,231 | 1,259,970 |
Cost of Goods and Services Sold, Total | 1,228,626 | 1,255,983 | 4,060,735 | 4,365,120 |
Gross profit | 352,237 | 278,570 | 506,288 | 673,273 |
Operating expenses | ||||
General and administrative | 401,140 | 364,768 | 1,170,205 | 1,437,452 |
Selling | 1,418 | 127,966 | 39,184 | 540,615 |
Engineering | 164,528 | 239,859 | 470,351 | 551,151 |
Operating Expenses, Total | 567,086 | 732,593 | 1,679,740 | 2,529,218 |
Loss from operations | (214,849) | (454,023) | (1,173,452) | (1,855,945) |
Other income (expense), net | ||||
Interest and other income | 1,915 | 5,676 | 19,702 | 187,797 |
Interest expense | (177,756) | (311,738) | (759,344) | (917,818) |
Gain on extinguishment of debt | 182,887 | 0 | 182,887 | 0 |
Gain on deconsolidation | 3,887,098 | 0 | ||
Change in fair value of warrant liability | 0 | 299 | 0 | 6,778 |
Other income (expense), total | 7,046 | (305,763) | 3,330,343 | (723,243) |
Loss from continuing operations before provision for income taxes | (207,803) | (759,786) | 2,156,891 | (2,579,188) |
Provision for income taxes | 0 | (8,797) | (60,288) | (16,153) |
Loss from continuing operations | (207,803) | (768,583) | 2,096,603 | (2,595,341) |
Income attributable to the noncontrolling interest | 36,602 | 29,491 | 51,581 | 75,021 |
Loss attributable to American DG Energy Inc. from continuing operations | (244,405) | (798,074) | 2,045,022 | (2,670,362) |
Loss from discontinued operations (Note 4) | (119,506) | (220,559) | (485,408) | (736,766) |
Loss attributable to American DG Energy Inc. from continuing operations | (363,911) | (1,018,633) | 1,559,614 | (3,407,128) |
Other comprehensive income - Unrealized gain on securities | 21,040 | 0 | 21,040 | 0 |
Comprehensive income (loss) | $ (342,871) | $ (1,018,633) | $ 1,580,654 | $ (3,407,128) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.01) | $ (0.02) | $ 0.03 | $ (0.07) |
Weighted average shares outstanding - basic and diluted (in shares) | 50,684,095 | 50,684,095 | 50,684,095 | 50,687,355 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) attributable to American DG Energy, Inc. | $ 1,559,614 | $ (3,407,128) |
Income attributable to noncontrolling interest | 51,581 | 75,021 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation | 1,378,134 | 1,294,945 |
Gain attributable to distribution of nonmonetary assets to noncontrolling interest | 0 | (157,870) |
Gain on deconsolidation of subsidiary | (3,887,098) | 0 |
Gain on extinguishment of debt | (182,887) | 0 |
Loss from discontinued operations | 485,408 | 736,766 |
Amortization of deferred financing costs | 30,379 | 40,096 |
Decrease in fair value of warrant liability | 0 | (6,778) |
Non-cash interest expense | 703,333 | 230,668 |
Stock-based compensation | 122,031 | 196,596 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (115,835) | 162,962 |
Due from related party | 19,168 | (13,378) |
Inventory | 125,225 | 75,888 |
Prepaid and other current assets | (105,585) | 294,920 |
Increase (decrease) in: | ||
Accounts payable | 8,549 | (26,566) |
Accrued expenses and other current liabilities | (19,013) | (83,690) |
Due to related party | (795,718) | 355,267 |
Other long-term liabilities | 0 | (2,227) |
Net cash used in operating activities | (622,714) | (234,508) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,115,323) | (1,740,919) |
Proceeds from sale of property and equipment | 10,250 | 0 |
Partial purchase of non-controlling interest | 0 | (100,000) |
Net cash used in investing activities | (1,105,073) | (1,840,919) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Purchases of common stock, net of costs | 0 | (152,377) |
Distributions to noncontrolling interest | (84,288) | (186,856) |
Net cash used in financing activities | (84,288) | (339,233) |
Net decrease in cash and cash equivalents | (1,812,075) | (2,414,660) |
Cash and cash equivalents, beginning of the period | 4,999,709 | 8,049,063 |
Cash and cash equivalents, end of the period | 3,187,634 | 5,634,403 |
Supplemental disclosures of cash flows information: | ||
Interest | 0 | 0 |
Income taxes | 77,441 | 42,644 |
Non-cash investing and financing activities: | ||
Distribution of nonmonetary assets | 0 | 340,069 |
Conversion of subsidiary convertible debentures to common stock of subsidiary | 2,184,264 | 0 |
EuroSite Power Inc. | ||
Non-cash investing and financing activities: | ||
Conversion of subsidiary convertible debentures to common stock of subsidiary | $ 13,783,721 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Description of Business and Basis of Presentation Description of Business American DG Energy Inc., or the Company, we, our or us, distributes, owns, operates and maintains clean, on-site energy systems that produce electricity, hot water, heat and cooling. The Company's business model is to own the equipment that it installs at customers' facilities and to sell the energy produced by these systems to its customers on a long-term contractual basis at prices guaranteed to the customer to be below conventional utility rates. The Company calls this business the American DG Energy “On-Site Utility”. The Company has experienced total net losses since inception of approximately $39 million . For the foreseeable future, the Company expects to experience continuing operating losses and negative cash flows from operations as its management executes the current business plan. The Company believes that its existing resources, including cash and cash equivalents and future cash flow from operations, are sufficient to meet the working capital requirements of its existing business for the foreseeable future, including the next twelve months. However, as the Company continues to grow its business by adding more energy systems, cash requirements will increase, and the Company may need to raise additional capital through debt financings or equity offerings to meet its operating and capital needs. There can be no assurance, however, that the Company will be successful in its fundraising efforts or that additional funds will be available on acceptable terms, if at all. In 2015, the Company began executing the "Initiative". The Initiative is focused on effectively investing the Company’s capital by increasing the performance of its existing sites. The goal of the Initiative is to make strategic capital improvements aimed at increasing productivity of the existing portfolio while optimizing the Company’s margins and increasing cash flow. The Company expects that the Initiative will provide a strong foundation of high performing assets that may be used to fund future growth. On May 4, 2016, the Company exchanged approximately 14.72 million of its shares in EuroSite Power, or 46% of its 48% ownership in its former European subsidiary, for elimination of a portion of the outstanding 6% convertible debentures due May 2018 (see Note 5 "Convertible Debentures"). This partial extinguishment of debt reduced the Company's convertible debt outstanding to $8.6 million , net of the associated discount. On September 30, 2016, the Company exchanged 15.2 million of its shares in EuroSite Power, or 90% of its 20.5% ownership in its former European subsidiary, for a further elimination of a portion of the outstanding 6% convertible debentures due May 2018 (see Note 5. "Convertible debentures"). This partial extinguishment of debt reduced the Company's convertible debt outstanding to $3.0 million , net of the associated discount. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in American DG Energy Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 . There have been no significant changes in accounting principles, practices or methods for making estimates. The accompanying unaudited consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include the Company's 51.0% owned joint venture, American DG New York, LLC, or ADGNY. Investments in partnerships and companies in which the Company does not have a controlling financial interest but where we have significant influence are accounted for under the equity method. The Company’s operations are comprised of one business segment. The Company’s business is selling energy in the form of electricity, heat, hot water and cooling to its customers under long-term sales agreements. Reclassification Certain prior year amounts have been reclassified to conform with current year presentation. |
Income (Loss) Per Common Share
Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Income (Loss) Per Common Share | Income (Loss) Per Common Share The Company computes basic income (loss) per share by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. The Company computes diluted earnings per common share using the treasury stock method. For purposes of calculating diluted earnings per share, the Company considers its shares issuable in connection with convertible debentures, stock options and warrants to be dilutive common stock equivalents when the exercise price is less than the average market price of its common stock for the period. For the nine months ended September 30, 2016 , the Company excluded 7,029,498 potentially dilutive shares because such shares would be anti-dilutive. For the nine months ended September 30, 2015 , the Company excluded 15,192,083 potentially dilutive shares because such shares would be anti-dilutive as a result of the reported net loss. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes in the accompanying unaudited consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015 differ from that which would be expected by applying the federal statutory tax rate primarily due to losses and nontaxable income for which no benefit is recognized. |
Investment in EuroSite Power an
Investment in EuroSite Power and Discontinued Operations | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Investment in Eurosite Power and Discontinued Operations | Investment in EuroSite Power and Discontinued Operations During the second and third quarters of 2016, the Company settled approximately $16 million of the $19.4 million of its 6% convertible debentures due May 2018 (see Note 5 Convertible Debentures) by transferring ownership of shares it owned of EuroSite Power Inc to the holders of the debt. As a result, the Company's ownership in EuroSite decreased from 48.04% to 2.03% . Prior to the foregoing exchanges, the Company consolidated the results of EuroSite under the variable interest model as it was determined to be the primary beneficiary of EuroSite. The exchanges were undertaken primarily as a plan to reduce future debt service requirements of the Company, however they also resulted in a disposition of all foreign operations of the Company, representing a strategic shift that will have a major effect on the Company's operations and financial results. Accordingly, amounts related to this component have been reported in discontinued operations in the accompanying condensed consolidated financial statements. As of June 30, 2016, the Company owned a 20.5% interest in the common stock of EuroSite Power which it accounted for using the equity method. Prior to June 28, 2016, the Company accounted for its investment in EuroSite Power as a consolidated subsidiary as it determined it was the primary beneficiary of EuroSite under the variable interest model. That determination included consideration of an implicit variable interest held by the Company in the form of a guarantee of the long-term convertible indebtedness of EuroSite Power. On June 28, 2016, substantially all of that convertible indebtedness was converted by the holders into shares of EuroSite Power, rendering the Company’s guarantee inconsequential in the determination. As a result, the Company concluded it no longer held a variable interest in EuroSite Power. The Company deconsolidated EuroSite Power in its consolidated financial statements. This required recording the remaining shares held at fair value as an equity method investment, which resulted in a gain of approximately $3.9 million . The Company utilized a market approach in determining the fair value of the shares retained which incorporated the quoted market price of the shares at the date of deconsolidation and a blockage discount. As of September 30, 2016, the Company owned a 2.03% interest in the common stock of EuroSite Power. As such, the equity method of accounting is no longer appropriate in that the ability to exercise significant influence over EuroSite no longer exists at this level of ownership. The investment, as of September 30, 2016 is accounted for as an available-for-sale security (see Note 8 Fair Value Measurements). The following is a reconciliation of the major line items comprising loss from discontinued operations: Nine months ended Three months ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Revenue $ 1,327,469 $ 1,513,018 $ — $ 421,991 Cost of sales $ 1,081,484 $ 1,481,897 $ — $ 467,582 Operating expenses $ 1,104,090 $ 1,149,104 $ — $ 404,732 Other expenses, net $ 361,151 $ 27,348 $ — $ 7,634 Pretax loss from discontinued operations $ 1,219,256 $ 1,145,331 $ — $ 457,957 Income tax benefit $ — $ 2,188 $ — $ — Loss from discontinued operations $ 1,219,256 $ 1,143,143 $ 119,506 $ 457,957 Loss from discontinued operations attributable to noncontrolling interest $ 733,848 $ 406,377 $ — $ 237,398 Loss from discontinued operations attributable to American DG Energy Inc. $ 485,408 $ 736,766 $ 119,506 $ 220,559 The total operating and investing cash flows of the discontinued operation for the nine months ended September 30, 2016 is as follows: Net cash used in operating activities $ (371,539 ) Net cash used in investing activities $ (334,946 ) |
Convertible Debentures (Notes)
Convertible Debentures (Notes) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Debentures | Convertible Debentures On May 4, 2016, the Company settled $9.3 million of its $19.4 million outstanding 6% convertible debentures due May 2018 (“convertible debentures” or “debt”) by transferring ownership of approximately 14.72 million shares it owned of EuroSite Power to the holders of the debt. As the shares used to extinguish the debt are considered nonmonetary assets, the overall gain realized of approximately $7.2 million is composed of two elements: (1) the gain resulting from the difference between the carrying value and the fair value of the shares transferred, of approximately $7.7 million and (2) the loss from the debt extinguishment of approximately $500,000 . As the Company retained its controlling financial interest in EuroSite Power following the transaction, no gain was recognized on the transaction, rather the gain was credited to additional paid-in capital in accordance with ASC 810-10-45-23. On September 30, 2016, the Company settled $6.7 million of its $10.1 million outstanding 6% convertible debentures due May 2018 by transferring ownership of 15.2 million shares it owned of EuroSite Power in exchange for the debt. A new note evidencing the remaining balance of the debt outstanding of $3,418,681 was issued, replacing the previous note. Interest on the debt was previously prepaid through maturity and the prepayment is reflected as a discount against the debt which is amortized to interest expense over the life of the debt. (see Note 4 Investment in EuroSite Power and Discontinued Operations) As the shares used to extinguish the debt are considered nonmonetary assets, the overall gain realized of $182,887 is composed of two elements: (1) the gain resulting from the difference between the carrying value and the fair value of the shares transferred, of $107,688 and, (2) the gain from the debt extinguishment of $75,199 . The total gain is recorded as a gain on extinguishment of debt in the consolidated statement of operations. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity On May 12, 2016, EuroSite Power completed a private placement with related parties of 12,608,696 shares of its common stock for aggregate proceeds of $7.25 million at $0.575 per share. The shares sold in this placement are subject to a registration rights agreement where EuroSite Power has agreed to use its best efforts to register the shares issued at the request of the holder. EuroSite Power used a portion of the proceeds to pay off its debt to its former Chairman, of $2,000,000 , with the balance being retained to fund operations and growth. On January 29, 2015 , the Company entered into an exchange agreement, (or the "Exchange Agreement"), with IN Holdings Corp., a holder of more than 5% percent of the Company’s common stock, (or "IN Holdings"). In connection with the Exchange Agreement, IN Holdings transferred to the Company 1,320,000 shares of the Company’s common stock that it owned, and in exchange, the Company transferred to IN Holdings 1,320,000 shares of the common stock of EuroSite Power Inc. that it owned. The exchange was accounted for as an acquisition and retirement of treasury shares and a disposal of partial ownership of a consolidated subsidiary. As the Company retained a controlling financial interest following the exchange, no gain or loss was recognized on the disposal in accordance with ASC 810-10-45-23. In accordance with ASC 845-10-05-4, nonmonetary transactions, the fair value of the shares surrendered by the Company in the exchange were used to value the exchange. On September 19, 2014, the Board of Directors of the Company approved a common stock repurchase program that shall not exceed 1,000,000 shares of common stock and shall not exceed $1,100,000 of cost. The approval allows for purchases over a 24 -month period at prices not to exceed $1.30 per share. During the first nine months of 2016 , the Company did not repurchase any shares of its common stock. During the second quarter of 2015, the Company entered into an agreement with the noncontrolling interest joint venture partner in ADGNY, whereby, in exchange for $100,000 cash and 100,000 shares of the Company’s common stock, the noncontrolling interest partner relinquished certain economic interests in certain energy system projects in the joint venture sites owned and operated by ADGNY; and ownership of certain energy system projects owned by ADGNY was transferred to the Company; and ownership of certain energy system projects owned by ADGNY was transferred to the noncontrolling interest joint venture partner. Additionally, the interests in underlying energy system projects remaining in the joint venture following the transfers of ownership of those energy system projects described in the preceding sentence, were adjusted to 51% and 49% for the Company and the noncontrolling interest joint venture partner in ADGNY, respectively. Following the foregoing series of transactions, the Company retained a controlling 51% legal interest and had a 51% economic interest in ADGNY. The relinquishment by the noncontrolling interest partner of certain economic interests in certain energy system projects in the joint venture sites owned and operated by ADGNY for the benefit of the Company and the adjustment of the respective interests in underlying energy system projects remaining in the joint venture were treated as changes in the Company’s ownership interest in ADGNY while the Company retained a controlling financial interest, and accordingly, were accounted for as equity transactions in accordance with ASC 810-10-45-23. The transfer of ownership of certain energy system projects owned by ADGNY to the noncontrolling interest joint venture partner was treated as a dividend of nonmonetary assets and was recognized at the fair value of the energy systems transferred in accordance with ASC 845-10-30-1, with a gain of $157,870 recognized in interest and other income, which is attributed entirely to the noncontrolling interest in the accompanying financial statements. The following schedule discloses the effects of changes in the Company's ownership interest in its subsidiary EuroSite Power on the Company's equity for the nine months ended September 30, 2016: Net income attributable to American DG Energy Inc. $ 1,559,614 Transfers (to) from the noncontrolling interest: Increase in American DG Energy Inc.'s additional paid-in-capital for exchange of convertible debentures for common stock of subsidiary 7,903,292 Increase in American DG Energy Inc.'s additional paid-in-capital for sale by EuroSite Power of 12,608,696 common shares 7,233,482 Increase in American DG Energy Inc.'s additional paid-in-capital for conversion of EuroSite Power convertible debentures into 3,909,260 common shares of EuroSite Power 2,416,137 Noncontrolling interest share of transactions affecting subsidiary ownership (8,525,668 ) Change from net income attributable to American DG Energy Inc. and transfers (to) from noncontrolling interest $ 10,586,857 |
Related parties
Related parties | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties EuroSite Power, Tecogen, Ilios Inc., or Ilios are affiliated companies by virtue of common ownership and common leadership. The Company purchases the majority of its cogeneration units from Tecogen, an affiliate company sharing similar ownership. In addition, Tecogen pays certain operating expenses, including benefits and payroll, on behalf of the Company, and the Company leases office space from Tecogen. The Company's lease with Tecogen initially expired on July 31, 2016, however renews automatically until cancelled by one of the parties. These costs were reimbursed by the Company. As of September 30, 2016 , the Company owed Tecogen $376,145 , and Tecogen owed the Company $49,138 . On May 12, 2016, EuroSite Power completed a private placement with related parties of 12,608,696 shares of its common stock for aggregate proceeds of $7.25 million at $0.575 per share. The shares sold in this placement are subject to a registration rights agreement where the Company has agreed to use its best efforts to register the shares issued at the request of the holder. EuroSite used a portion of these proceeds to pay off its debt to its former Chairman, of $2,000,000 , with the balance being retained to fund operations and growth. On June 28, 2016, $2.1 million of Eurosite Power's $2.4 million of convertible debentures were converted into 3,909,260 shares of common stock of Eurosite Power at a price of $0.54 per share. Additionally, $11,000 of accrued interest was also converted at the same price. As the price used to convert the convertible debentures was less than the then contractual conversion price of $0.60 per share of common stock, the fair value of the incremental shares issued to the holders of the convertible debentures over and above the contractually required amount of $224,782 was expensed as debt conversion expense. During the first quarter of 2015, EuroSite Power repaid $1,000,000 of a related party $3,000,000 note payable in accordance with the terms of the note. The balance of $2,000,000 was repaid in connection with a private placement. On July 7, 2015, EuroSite Power, one of the Company's previously consolidated subsidiaries, entered into a Revolving Line of Credit Agreement, (or the "Agreement"), with Elias Samaras, EuroSite Power's Chief Executive Officer and President and a member of the Company's Board of Directors. Under the terms of the Agreement, Dr. Samaras has agreed to lend EuroSite Power up to an aggregate of $1,000,000 , upon written request. Any amounts borrowed by EuroSite Power pursuant to the Agreement will bear interest at 6% per year. Interest is due and payable quarterly in arrears. Repayment of the principal amount borrowed pursuant to the Agreement will be due on June 30, 2017. Prepayment of any amounts due under the Agreement may be made at any time without penalty. As of September 30, 2016 , no amounts have been drawn on this line. As of September 30, 2016 and 2015, EuroSite Power owed the Company $22,059 and $13,638 , respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value topic of the FASB Accounting Standards Codification defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The accounting guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. The Company currently does not have any Level 1 financial assets or liabilities. Level 2 - Observable inputs other than quoted prices included in Level 1. Level 2 inputs include quoted prices for identical assets or liabilities in non-active markets, quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for substantially the full term of the asset or liability. The Company considers its convertible debentures a level 2 liability and believes that its carrying value approximates fair value. Level 3 - Unobservable inputs reflecting management’s own assumptions about the input used in pricing the asset or liability. In connection with recognizing the distribution of energy systems to the noncontrolling interest in ADGNY (see Note 5. "Stockholders' Equity"), the Company utilized Level 3 category fair value measurements. Those measurements employed the use of discounted cash flow analysis to determine the fair value of those energy systems. The estimated expected cash flows were discounted at a rate of 12% per annum. The Company utilizes a Level 3 category fair value measurement to value its investment in EuroSite Power as an available-for-sale security at period end (see Note 4 Investment in EuroSite Power and Discontinued Operations). That measurement is determined by management based on the lowest quoted closing sales price in a 31 day trading period within quarter end, which is discounted by 10% in consideration of the significance of the shares held in relation to daily sales volume. The following table summarizes changes in level 3 assets which are comprised of available-for-sale securities for the period: Initial establishment of fair value at September 30, 2016 Carryover basis from equity method investment $ 624,499 Unrealized gain recognized in other comprehensive income 21,040 Fair value at September 30, 2016 $ 645,539 In connection with the valuation of the Company’s remaining investment in EuroSite Power following deconsolidation (see Note 4. "Investment in EuroSite Power and Discontinued Operations"), the Company utilized a Level 3 category fair value measurement. That measurement was determined by management based on a then proposed transaction which is disclosed as executed in Note 5 - Convertible debt, as it represents the best indication of fair value available. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company has certain commitments under agreements with certain related parties (see Note 7. "Related Parties"). The Company, in the ordinary course of business is involved in various legal matters, the outcomes of which are not expected to have a material impact on the Company's condensed consolidated financial statements. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On November 1, 2016, the Company's Board of Directors approved a definitive agreement whereby Tecogen Inc would acquire all of the outstanding shares of American DG in a stock-for-stock merger. Under the agreement, each share of American DG common stock will be exchanged for 0.092 shares of Tecogen common stock, valuing American DG at an approximately 27% premium to the Company's closing share price on that day. This agreement is subject to a vote of security holders of both companies. The transaction is expected to close in the first half of 2017. The Company has evaluated subsequent events through the date of this filing and determined that no other subsequent events occurred that would require recognition in the consolidated financial statements or disclosure in the notes thereto. |
Description of Business and B16
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | American DG Energy Inc., or the Company, we, our or us, distributes, owns, operates and maintains clean, on-site energy systems that produce electricity, hot water, heat and cooling. The Company's business model is to own the equipment that it installs at customers' facilities and to sell the energy produced by these systems to its customers on a long-term contractual basis at prices guaranteed to the customer to be below conventional utility rates. The Company calls this business the American DG Energy “On-Site Utility”. The Company has experienced total net losses since inception of approximately $39 million . For the foreseeable future, the Company expects to experience continuing operating losses and negative cash flows from operations as its management executes the current business plan. The Company believes that its existing resources, including cash and cash equivalents and future cash flow from operations, are sufficient to meet the working capital requirements of its existing business for the foreseeable future, including the next twelve months. However, as the Company continues to grow its business by adding more energy systems, cash requirements will increase, and the Company may need to raise additional capital through debt financings or equity offerings to meet its operating and capital needs. There can be no assurance, however, that the Company will be successful in its fundraising efforts or that additional funds will be available on acceptable terms, if at all. In 2015, the Company began executing the "Initiative". The Initiative is focused on effectively investing the Company’s capital by increasing the performance of its existing sites. The goal of the Initiative is to make strategic capital improvements aimed at increasing productivity of the existing portfolio while optimizing the Company’s margins and increasing cash flow. The Company expects that the Initiative will provide a strong foundation of high performing assets that may be used to fund future growth. On May 4, 2016, the Company exchanged approximately 14.72 million of its shares in EuroSite Power, or 46% of its 48% ownership in its former European subsidiary, for elimination of a portion of the outstanding 6% convertible debentures due May 2018 (see Note 5 "Convertible Debentures"). This partial extinguishment of debt reduced the Company's convertible debt outstanding to $8.6 million , net of the associated discount. On September 30, 2016, the Company exchanged 15.2 million of its shares in EuroSite Power, or 90% of its 20.5% ownership in its former European subsidiary, for a further elimination of a portion of the outstanding 6% convertible debentures due May 2018 (see Note 5. "Convertible debentures"). This partial extinguishment of debt reduced the Company's convertible debt outstanding to $3.0 million , net of the associated discount. |
Basis of Presentation | The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . The condensed consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in American DG Energy Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 . There have been no significant changes in accounting principles, practices or methods for making estimates. The accompanying unaudited consolidated financial statements include the accounts of the Company and entities in which it has a controlling financial interest. Those entities include the Company's 51.0% owned joint venture, American DG New York, LLC, or ADGNY. Investments in partnerships and companies in which the Company does not have a controlling financial interest but where we have significant influence are accounted for under the equity method. The Company’s operations are comprised of one business segment. The Company’s business is selling energy in the form of electricity, heat, hot water and cooling to its customers under long-term sales agreements. |
Investment in Eurosite Power 17
Investment in Eurosite Power and Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Activity of Discontinued Operations | The following is a reconciliation of the major line items comprising loss from discontinued operations: Nine months ended Three months ended September 30, 2016 September 30, 2015 September 30, 2016 September 30, 2015 Revenue $ 1,327,469 $ 1,513,018 $ — $ 421,991 Cost of sales $ 1,081,484 $ 1,481,897 $ — $ 467,582 Operating expenses $ 1,104,090 $ 1,149,104 $ — $ 404,732 Other expenses, net $ 361,151 $ 27,348 $ — $ 7,634 Pretax loss from discontinued operations $ 1,219,256 $ 1,145,331 $ — $ 457,957 Income tax benefit $ — $ 2,188 $ — $ — Loss from discontinued operations $ 1,219,256 $ 1,143,143 $ 119,506 $ 457,957 Loss from discontinued operations attributable to noncontrolling interest $ 733,848 $ 406,377 $ — $ 237,398 Loss from discontinued operations attributable to American DG Energy Inc. $ 485,408 $ 736,766 $ 119,506 $ 220,559 The total operating and investing cash flows of the discontinued operation for the nine months ended September 30, 2016 is as follows: Net cash used in operating activities $ (371,539 ) Net cash used in investing activities $ (334,946 ) |
Stockholders' Equity Stockholde
Stockholders' Equity Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Changes in Ownership Interest in Subsidiary Resulting ion Deconsolidation | The following schedule discloses the effects of changes in the Company's ownership interest in its subsidiary EuroSite Power on the Company's equity for the nine months ended September 30, 2016: Net income attributable to American DG Energy Inc. $ 1,559,614 Transfers (to) from the noncontrolling interest: Increase in American DG Energy Inc.'s additional paid-in-capital for exchange of convertible debentures for common stock of subsidiary 7,903,292 Increase in American DG Energy Inc.'s additional paid-in-capital for sale by EuroSite Power of 12,608,696 common shares 7,233,482 Increase in American DG Energy Inc.'s additional paid-in-capital for conversion of EuroSite Power convertible debentures into 3,909,260 common shares of EuroSite Power 2,416,137 Noncontrolling interest share of transactions affecting subsidiary ownership (8,525,668 ) Change from net income attributable to American DG Energy Inc. and transfers (to) from noncontrolling interest $ 10,586,857 |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Investments | The following table summarizes changes in level 3 assets which are comprised of available-for-sale securities for the period: Initial establishment of fair value at September 30, 2016 Carryover basis from equity method investment $ 624,499 Unrealized gain recognized in other comprehensive income 21,040 Fair value at September 30, 2016 $ 645,539 |
Description of Business and B20
Description of Business and Basis of Presentation (Details) | Sep. 30, 2016USD ($)shares | May 04, 2016USD ($)shares | Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)segmentshares | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015USD ($) |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Accumulated deficit | $ (39,063,160) | $ (39,063,160) | $ (39,063,160) | $ (40,622,774) | |||
Shares issued in conversion of debt (shares) | shares | 3,909,260 | ||||||
Number of operating segments | segment | 1 | ||||||
American DG New York, LLC | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Percentage of owned subsidiary | 51.00% | 51.00% | 51.00% | ||||
EuroSite Power Inc. | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Percentage of owned subsidiary | 20.50% | 48.00% | |||||
6% Convertible Debentures | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Interest rate on convertible debt (percent) | 6.00% | 6.00% | |||||
Amount of debt converted to equity | $ 3,000,000 | $ 8,600,000 | |||||
6% Convertible Debentures | EuroSite Power Inc. | |||||||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |||||||
Shares issued in conversion of debt (shares) | shares | 15,200,000 | 14,720,000 | |||||
Ownership interest in subsidiary exchanged in conversion of debt (percent) | 90.00% | 46.00% | |||||
Interest rate on convertible debt (percent) | 6.00% | 6.00% | |||||
Amount of debt converted to equity | $ 6,700,000 | $ 9,300,000 | $ 16,000,000 |
Income (Loss) Per Common Share
Income (Loss) Per Common Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share [Abstract] | ||
Potentially dilutive securities excluded from computation of earnings per share | 7,029,498 | 15,192,083 |
Investment in EuroSite Power 22
Investment in EuroSite Power and Discontinued Operations (Details) - USD ($) | Sep. 30, 2016 | Jun. 28, 2016 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 | Mar. 31, 2016 |
Schedule of Equity Method Investments [Line Items] | ||||||||
Gain on deconsolidation | $ 3,900,000 | $ 3,887,098 | $ 0 | |||||
EuroSite Power, Inc. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Ownership interest in EuroSite Power as equity method investment (percent) | 20.505% | 48.04% | ||||||
Ownership interest in Eurosite Power after debt settlement (percent) | 2.03% | 2.03% | 2.03% | |||||
6% Convertible Debentures | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Amount of debt converted to equity | $ 3,000,000 | $ 8,600,000 | ||||||
Interest rate on convertible debt (percent) | 6.00% | 6.00% | ||||||
6% Convertible Debentures | EuroSite Power Inc. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Amount of debt converted to equity | $ 6,700,000 | $ 9,300,000 | $ 16,000,000 | |||||
Convertible debentures | $ 10,100,000 | $ 19,400,000 | $ 10,100,000 | $ 10,100,000 | ||||
Interest rate on convertible debt (percent) | 6.00% | 6.00% |
Investment in EuroSite Power 23
Investment in EuroSite Power and Discontinued Operations - Activity of Discontinued Operation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 0 | $ 421,991 | $ 1,327,469 | $ 1,513,018 |
Cost of sales | 0 | 467,582 | 1,081,484 | 1,481,897 |
Operating expenses | 0 | 404,732 | 1,104,090 | 1,149,104 |
Other expenses, net | 0 | 7,634 | 361,151 | 27,348 |
Pretax loss from discontinued operations | 0 | 457,957 | 1,219,256 | 1,145,331 |
Income tax benefit | 0 | 0 | 0 | 2,188 |
Loss from discontinued operations | 119,506 | 457,957 | 1,219,256 | 1,143,143 |
Loss from discontinued operations attributable to noncontrolling interest | 0 | 237,398 | 733,848 | 406,377 |
Loss from discontinued operations attributable to American DG Energy Inc. | $ 119,506 | $ 220,559 | 485,408 | $ 736,766 |
Net cash used in operating activities | (371,539) | |||
Net cash used in investing activities | $ (334,946) |
Convertible Debentures (Details
Convertible Debentures (Details) - USD ($) | Sep. 30, 2016 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Debt Instrument [Line Items] | |||||||
Shares issued in conversion of debt (shares) | 3,909,260 | ||||||
Loss on extinguishment of debt | $ 182,887 | $ 0 | $ 182,887 | $ 0 | |||
6% Convertible Debentures | |||||||
Debt Instrument [Line Items] | |||||||
Amount of debt converted to equity | $ 3,000,000 | $ 8,600,000 | |||||
Interest rate on convertible debt (percent) | 6.00% | 6.00% | |||||
EuroSite Power Inc. | 6% Convertible Debentures | |||||||
Debt Instrument [Line Items] | |||||||
Amount of debt converted to equity | $ 6,700,000 | $ 9,300,000 | $ 16,000,000 | ||||
Convertible debentures | $ 10,100,000 | $ 19,400,000 | 10,100,000 | 10,100,000 | 10,100,000 | ||
Interest rate on convertible debt (percent) | 6.00% | 6.00% | |||||
Shares issued in conversion of debt (shares) | 15,200,000 | 14,720,000 | |||||
Gain on conversion of debt | $ 182,887 | $ 7,200,000 | |||||
Gain on shares transferred | 107,688 | 7,700,000 | |||||
Loss on extinguishment of debt | 75,199 | $ 500,000 | |||||
Debt Instrument, Face Amount | $ 3,418,681 | $ 3,418,681 | $ 3,418,681 | $ 3,418,681 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jan. 29, 2015 | Sep. 19, 2014 | May 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | May 10, 2016 |
Related Party Transaction [Line Items] | ||||||||
Ownership percentage by noncontrolling interests | 5.00% | |||||||
Stock repurchase program, number of shares authorized to be repurchased | 1,000,000 | |||||||
Stock repurchase program, amount authorized | $ 1,100,000 | |||||||
Stock repurchase program, period in force | 24 months | |||||||
Stock repurchase program, maximum authorized purchase price per share | $ 1.30 | |||||||
Stock repurchase program, stock repurchased during period, shares | 0 | |||||||
Gain attributable to distribution of nonmonetary assets to noncontrolling interest | $ 0 | $ 157,870 | ||||||
American DG New York, LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage by noncontrolling interests | 49.00% | |||||||
Payments to acquire projects | $ 100,000 | |||||||
Shares issued to acquire projects (shares) | 100,000 | |||||||
Equity investment ownership (percent) | 51.00% | |||||||
Legal interest in equity investment (percent) | 51.00% | |||||||
Affiliated Entity | EuroSite Power Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment on related party note | $ 1,000,000 | $ 2,000,000 | ||||||
Equity Exchange Agreement | IN Holdings, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Treasury stock acquired and subsequently retired | 1,320,000 | |||||||
Stock transferred in disposal of partial ownership in consolidated subsidiary | 1,320,000 | |||||||
Private Placement | Affiliated Entity | EuroSite Power Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock issued in private placement (shares) | 12,608,696 | |||||||
Proceeds from private placement | $ 7,250,000 | |||||||
Share price (dollars per share) | $ 0.575 | |||||||
Private Placement | Board of Directors Chairman | EuroSite Power Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment on related party note | $ 2,000,000 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Ownership Interest in Subsidiary (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity [Abstract] | ||||
Net income attributable to American DG Energy Inc. | $ (363,911) | $ (1,018,633) | $ 1,559,614 | $ (3,407,128) |
Increase in American DG Energy Inc.'s additional paid-in-capital for exchange of convertible debentures for common stock of subsidiary | 7,903,292 | |||
Increase in American DG Energy Inc.'s additional paid-in-capital for sale by EuroSite Power of 12,608,696 common shares | 7,233,482 | |||
Increase in American DG Energy Inc.'s additional paid-in-capital for exchange of convertible debentures for common stock of subsidiary | 2,416,137 | |||
Noncontrolling interest share of transactions affecting subsidiary ownership | (8,525,668) | |||
Change from net income attributable to American DG Energy Inc. and transfers (to) from noncontrolling interest | $ 10,586,857 | |||
Increase in American DG Energy's APIC for sale of Eurosite Power shares (shares) | 12,608,696 | |||
Increase in American DG Enrgy's APIC for exchange of convertible debt (shares) | 3,909,260 |
Related parties (Details)
Related parties (Details) - USD ($) | Jun. 28, 2016 | May 30, 2016 | Mar. 31, 2015 | Sep. 30, 2016 | May 10, 2016 | Sep. 30, 2015 | Jul. 07, 2015 |
Related Party Transaction [Line Items] | |||||||
Shares issued in conversion of debt (shares) | 3,909,260 | ||||||
Affiliated Entity | Tecogen | |||||||
Related Party Transaction [Line Items] | |||||||
Due to related parties | $ 376,145 | ||||||
Due from related parties | 49,138 | ||||||
Affiliated Entity | EuroSite Power Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Payment on related party note | $ 1,000,000 | 2,000,000 | |||||
Board of Directors Chairman | |||||||
Related Party Transaction [Line Items] | |||||||
Note payable - related party | $ 3,000,000 | ||||||
Board of Directors Chairman | EuroSite Power Inc. | Line of Credit | Revolving Credit Facility | |||||||
Related Party Transaction [Line Items] | |||||||
Revolving line of credit maximum borrowing capacity | $ 1,000,000 | ||||||
Annual interest percentage | 6.00% | ||||||
Line of credit outstanding | 0 | ||||||
Private Placement | Affiliated Entity | EuroSite Power Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Stock issued in private placement (shares) | 12,608,696 | ||||||
Proceeds from private placement | $ 7,250,000 | ||||||
Share price (dollars per share) | $ 0.575 | ||||||
Private Placement | Board of Directors Chairman | EuroSite Power Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Payment on related party note | $ 2,000,000 | ||||||
EuroSite Power, Inc. | |||||||
Related Party Transaction [Line Items] | |||||||
Due from related parties | $ 22,059 | $ 13,638 | |||||
EuroSite Power, Inc. | Affiliated Entity | |||||||
Related Party Transaction [Line Items] | |||||||
Share price (dollars per share) | $ 0.54 | ||||||
Amount of debt converted to equity | $ 2,100,000 | ||||||
Convertible debt, related party | $ 2,400,000 | ||||||
Shares issued in conversion of debt (shares) | 3,909,260 | ||||||
Accrued interest on convertible debt, converted to shares | $ 11,000 | ||||||
Contractual conversion price (dollars per share) | $ 0.60 | ||||||
Conversion of convertible debt expense | $ 224,782 |
Fair Value Measurements - Narr
Fair Value Measurements - Narrative (Details) - Fair Value, Inputs, Level 3 | 3 Months Ended |
Sep. 30, 2016 | |
American DG New York, LLC | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected future cash flow discount, percent | 12.00% |
EuroSite Power, Inc. | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Expected future cash flow discount, percent | 10.00% |
Trading period to determine lowest stock closing price for fair value measurement of investment | 31 days |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Assets (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gain recognized in other comprehensive income | $ 21,040 | $ 0 | $ 21,040 | $ 0 |
Fair Value, Inputs, Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Carryover basis from equity method investment | 624,499 | 624,499 | ||
Unrealized gain recognized in other comprehensive income | 21,040 | |||
Fair value at September 30, 2016 | $ 645,539 | $ 645,539 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event | Nov. 01, 2016 |
Subsequent Event [Line Items] | |
Premium over Share Closing Price, Percent | 27.00% |
Common Stock | |
Subsequent Event [Line Items] | |
Conversion ratio of Amercan DG shares to Tecogen shares | 0.092 |